Exhibit 17(a)

Your Proxy Vote is important!

And now you can Proxy Vote by PHONE or the INTERNET.

It saves Money! Telephone and Internet voting saves postage costs. Savings which can help minimize expenses.

It saves Time! Telephone and Internet voting is instantaneous—24 hours a day.

It’s Easy! Just follow these simple steps:

1. Read your proxy statement and have it at hand.

2. Call toll-free [            ], or go to website: [            ].

3. Follow the recorded or on-screen directions.

4. Do not mail your Voting Instruction Card when you vote by phone or the Internet.

Please detach at perforation before mailing.

PROXY	LEGG MASON PARTNERS VARIABLE EQUITY TRUST	PROXY
	LEGG MASON CLEARBRIDGE VARIABLE DIVIDEND STRATEGY PORTFOLIO
	SPECIAL MEETING OF SHAREHOLDERS April 13, 2011 AT 10:00 A.M.

PROXY IS SOLICITED BY THE BOARD OF TRUSTEES. The undersigned holder of shares of Legg Mason ClearBridge Variable Dividend Strategy Portfolio (the “Target Fund”), a series of Legg Mason Partners Variable Equity Trust (the “Trust”), hereby appoints R. Jay Gerken, Robert I. Frenkel and Thomas C. Mandia as attorneys and proxies for the undersigned, each with full powers of substitution and revocation, to represent the undersigned and to vote on behalf of the undersigned all shares of the Target Fund that the undersigned is entitled to vote at the Special Meeting of Shareholders of the Target Fund to be held at the offices of [place of meeting] on April 13, 2011 at 10:00 a.m., Eastern Time, and any adjournments or postponements thereof. The undersigned hereby acknowledges receipt of the Notice of Special Meeting and Proxy Statement/Prospectus dated [December , 2010], the terms of each of which are incorporated by reference, and hereby instructs said attorneys and proxies to vote said shares as indicated herein. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Special Meeting or any adjournments or postponements thereof. A majority of the proxies present and acting at the Special Meeting in person or by substitute (or, if only one shall be present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any proxy previously given.

VOTE VIA THE TELEPHONE: [            ]

VOTE VIA THE INTERNET: [            ]

Note: Please sign exactly as your name appears on this Proxy. If joint owners, EITHER may sign this Proxy. When signing as attorney, executor, administrator, trustee, guardian or corporate officer, please give your full title.

Signature(s)

Title(s), if applicable

Date

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR

PROXY TODAY

Please detach at perforation before mailing.

This proxy, if properly executed, will be voted in the manner directed by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR APPROVAL OF THE PROPOSAL.

1. To approve the Agreement and Plan of Reorganization, providing for (i) the acquisition of all of the assets and the assumption of all of the liabilities of Legg Mason ClearBridge Variable Dividend Strategy Portfolio (the “Target Fund”), a series of the Trust, in exchange for shares of Legg Mason ClearBridge Variable Equity Income Builder Portfolio, a series of the Trust (the “Acquiring Fund”), to be distributed to the shareholders of the Target Fund, and (ii) the subsequent termination of the Target Fund as a series of the Trust.

FOR                      AGAINST                     ABSTAIN                             n

PLEASE MARK VOTES AS IN THIS EXAMPLE:

2. To transact any other business which may properly come before the Special Meeting or any adjournments or postponements thereof.

NOTE: YOUR PROXY IS NOT VALID UNLESS IT IS SIGNED ON THE REVERSE SIDE.